Proposal No. 2 Recursion Adjournment Proposal Proposal to approve any motion to adjourn the Recursion Special Meeting to another time or place, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Recursion Special Meeting to approve the Recursion Share Issuance Proposal. The Recursion Board has fixed the close of business on October 2, 2024, as the record date for determining the Recursion stockholders entitled to receive notice of, and to vote at, the Recursion Special Meeting (the “Recursion record date”). Only holders of record of shares of Recursion Class A Common Stock and Recursion Class B Common Stock at the close of business on the Recursion record date are entitled to receive notice of, and to vote at, the Recursion Special Meeting. The holders of a majority of the voting power of Recursion’s capital stock issued and outstanding and entitled to vote, present in person (including virtually via the internet) or represented by proxy, is necessary to constitute a quorum for the transaction of business at the Recursion Special Meeting. Abstentions and broker non-votes, if any, will be counted for purposes of determining whether a quorum is present for the transaction of business at the Recursion Special Meeting. Recursion stockholders are entitled to cast one vote per share of Recursion Class A Common Stock that is held as of the Recursion record date at the Recursion Special Meeting, and ten votes per share of Recursion Class B Common Stock that is held as of the Recursion record date at the Recursion Special Meeting. Assuming a quorum is present at the Recursion Special Meeting, the affirmative vote of a majority of the voting power of the shares of Recursion cast affirmatively or negatively at the Recursion Special Meeting will be necessary to approve both the Recursion Share Issuance Proposal and the Recursion Adjournment Proposal. The approval of the Recursion Share Issuance Proposal is required for Recursion to issue shares in connection with the Transaction. If the Recursion Share Issuance Proposal is not approved, the Transaction will not be completed. A summary of the information Recursion stockholders need to attend and vote at the Recursion Special Meeting and additional information regarding approval of the proposals at the Recursion Special Meeting is provided in the section entitled “The Recursion Special Meeting” beginning on page 63 of this joint proxy statement. Exscientia Scheme Proposal and the Exscientia Court Meeting and the Exscientia General Meeting — Explanatory Statement (page 46) The Exscientia Court Meeting will be held at the offices of ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇ at 10:00 a.m. (London time) on November 12, 2024 and the Exscientia General Meeting will be held at the offices of ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇ at 10:15 a.m. (London time) on November 12, 2024 (or as soon thereafter as the Exscientia Court Meeting shall have been concluded or adjourned).
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Proposal No. 2 Recursion Adjournment Proposal Proposal to approve any motion to adjourn the Recursion Special Meeting to another time or place, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Recursion Special Meeting to approve the Recursion Share Issuance Proposal. As of the date of this joint proxy statement, Recursion does not know of any other matters that will be presented for consideration at the Recursion Special Meeting other than those matters discussed in this joint proxy statement. If any other matters properly come before the Recursion Special Meeting and call for a TABLE OF CONTENTS stockholder vote, valid proxies will be voted by the holders of the proxies in accordance with the recommendation of Recursion’s Board of Directors or, if no recommendation is given, in their own discretion. The Recursion Board has fixed the close of business on October 2, 2024, 2024 has been fixed as the Recursion record date for determining the those Recursion stockholders entitled to receive notice of, of and to vote at, at the Recursion Special Meeting (and any adjournment or postponement of the “Recursion record date”)Special Meeting. Only holders of record of shares Each share of Recursion Class A Common Stock and entitles its holder to one vote at the Recursion Special Meeting on all matters properly presented at the meeting. Each share of Recursion Class B Common Stock entitles its holder to ten votes at the Recursion Special Meeting on all matters properly presented at the meeting. As of the close of business on the Recursion record date are entitled to receive notice of, and to vote at, for the Recursion Special Meeting, there were 279,019,222 shares of Recursion Class A Common Stock outstanding as of the Recursion Record date and entitled to vote and 7,058,575 shares of Recursion Class B Common Stock outstanding and entitled to vote, representing an aggregate of 349,604,972 votes. The holders of a majority of the voting power of Recursion’s capital stock issued and outstanding and entitled to vote, present in person (including virtually via the internet) or represented by proxy, is necessary to constitute a quorum for the transaction of business at the Recursion Special Meeting. Abstentions and broker non-votes, if any, will be counted for purposes of determining whether a quorum is present for the transaction of business at the Recursion Special Meeting. Recursion stockholders are entitled to cast one vote per share of Recursion Class A Common Stock that is held as of the Recursion record date at the Recursion Special Meeting, and ten votes per share of Recursion Class B Common Stock that is held as of the Recursion record date at the Recursion Special Meeting. Assuming a quorum is present at the Recursion Special Meeting, the affirmative vote of a majority of the voting power of the shares of Recursion cast affirmatively or negatively at the Recursion Special Meeting will be necessary to approve both the Recursion Share Issuance Proposal and the Recursion Adjournment Proposal. The approval of the Recursion Share Issuance Proposal is required for Recursion to issue shares in connection with the Transaction. If the Recursion Share Issuance Proposal is not approved, the Transaction will not be completed. A summary of the information Recursion stockholders need to attend and vote at the Recursion Special Meeting and additional information regarding approval of the proposals at the Recursion Special Meeting is provided in the section entitled “The Recursion Special Meeting” beginning on page 63 of this joint proxy statement. Exscientia Scheme Proposal and the Exscientia Court Meeting and the Exscientia General Meeting — Explanatory Statement (page 46) The Exscientia Court Meeting will be held at the offices of ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇ at 10:00 a.m. (London time) on November 12, 2024 and the Exscientia General Meeting will be held at the offices of ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇ at 10:15 a.m. (London time) on November 12, 2024 (or as soon thereafter as the Exscientia Court Meeting shall have been concluded or adjourned).
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